Flex Labs Inc. an AI
technology company
Flex Labs Inc., incorporated on 9 November 2021 and registered in British Columbia, Canada under the Business Corporations Act with company number BC1332571.
Registered office:
700 - 401 West Georgia Street, Vancouver BC V6B 5A1, Canada
The Company’s shares are traded on the Access segment of the Aquis Stock Exchange Growth Market under the symbol: FLEX
ISIN: CA33939R1073
SEDOL: BNM8LN2
LEI: 98450075C56BCFB38260
Number of Ordinary Shares in issue: 224,110,666
Percent of securities in public hands: 19.21%
Outstanding Warrants: 31,000,000
12.15% dilution upon full exercise of warrants
Shareholders (over 5%):
Saral Global VVC: 49,403,509 common shares [22.04%]
Marallo Holdings Inc.*: 37,000,000 common shares [16.51%]
Fidelio Partners Pte Ltd.: 28,155,244 common shares [12.56%]
Phoenix Digital Assets Plc: 17,368,421 common shares [7.75%]
Pioneer Media Holdings Inc.: 14,578,947 common shares [6.51%]
* The shares of Marallo Holdings Inc. are held by Mike Edwards.
Director shareholding:
Mike Edwards: 1
Elliot Fielding: 500,000
Marallo Holdings Inc.*: 37,000,000
Pioneer Media Holdings Inc**: 14,578,947
Supernova Digital Assets Plc***: 2,034,429
* The shares of Marallo Holdings Inc. are held by Mike Edwards.
** Mike Edwards holds 16.9% of the total issued share capital of Pioneer Media Holdings Inc. and is therefore a significant shareholder but does not control the company.
***Marallo Holdings Inc. holds (indirectly) 73,246,633 shares or 6% of the total issued share capital of Supernova Digital Assets. Mike Edwards holds 16,666,667 shares (1.3%) in Supernova Digital Assets.
There are no restrictions on the transfer of Common Shares.
The Company’s shares are traded on the Access segment of the Aquis Stock Exchange Growth Market under the symbol: FLEX
Information as of Admission.
The Directors recognise the importance of sound corporate governance and, following Admission, have undertaken to take account of the requirements of the QCA Code to the extent that they consider it appropriate having regard to the Company's size, board structure, stage of development and resources.
The Board, which will meet not less than four times a year, will ensure that procedures, resources and controls are in place to ensure that AQSE Growth Market Access Rulebook compliance by the Company is operating effectively at all times and that the Directors are communicating effectively with the Company's AQSE Corporate Adviser regarding the Company's ongoing compliance with the AQSE Growth Market Access Rulebook and in relation to all announcements, notifications and potential transactions.
The Board has established an Audit and Risk Committee with formally delegated duties and responsibilities. The Audit and Risk Committee is chaired by Robert Mayfield and its other member is Michael Edwards. The Audit and Risk Committee will meet at least twice a year and will be responsible for ensuring the financial performance of the Company is properly reported on and monitored, including reviews of the annual and interim accounts, results announcements, internal control systems and procedures and accounting policies, as well as keeping under review the categorisation, monitoring and overall effectiveness of the Company's risk assessment and internal control processes, and to review the Company’s internal financial controls and the Company’s internal control and risk management systems.
The remuneration committee, which comprises Elliot Fielding and Robert Mayfield, is responsible for the review and recommendation of the scale and structure of remuneration for the Company's senior executives, including any bonus arrangements or the award of share options with due regard to the interests of the Shareholders and the performance of the Company. The Remuneration Committee is chaired by Robert Mayfield and will meet at least once a year.
The Aquis Rule Compliance Committee, which will comprise Michael Edwards and Elliot Fielding, will meet not less than twice a year. The Aquis Rule Compliance Committee is chaired by Elliot Fielding.
The Company does not have a nomination committee as the Board does not consider it appropriate to establish such a committee at this stage of the Company’s development. Decisions which would usually be taken by the nomination committee will be taken by the Board as a whole.
Share Dealing Code
The Company has adopted the Share Dealing Code for dealings in its securities by Directors and certain employees which is appropriate for a company whose shares are traded on the Access segment of the Aquis Stock Exchange Growth Market. This will constitute the Company's share dealing policy for the purpose of compliance with the UK Market Abuse Regulation (“MAR”) and the relevant part of the Aquis Stock Exchange Access Rulebook.
It should be noted that MAR and the insider dealing legislation set out in the UK Criminal Justice Act 1993 will apply to the Company and dealings in Common Shares.
English law legal advisers to the Company
Fladgate LLP
16 Great Queen St
London WC2B 5DG
Canadian law legal advisers to the Company
Richards Buell Sutton
700 – 401 West Georgia Street
Vancouver, BC Canada V6B 5A1
Aquis Corporate Adviser to the Company
First Sentinel Corporate Finance Limited
Ground Floor, 72 Charlotte Street
London W1T 4QQ
Reporting Accountants to the Company
Haysmacintyre LLP
10 Queen St Place
London EC4R 1AG
UK Registrars and Depositary
Computershare Investor Services Plc
The Pavilions, Bridgwater Road
Bristol BS13 8AE
Canadian Registrars and Transfer Agent
Computershare Investor Services Inc
510 Burrard Street, 3rd Floor
Vancouver, B.C. V6C 3B9
First Sentinel Corporate Finance Ltd
020 3855 5551
Mike Edwards
Executive Chairman
Elliot Fielding
Finance Director
Robert Mayfield
Independent Non-Executive Director
Rob is currently a member of the supervisory board of several companies in which the University holding is an investor, such as inter alia, UNIIQ B.V (a regional investment fund), In Ovo B.V. (agritech), in which he is also chair of the compensation committee, Vitroscan BV (oncology), and Bimini Biotech BV (oncology) as well as a number of digital health technology startups. Rob holds a BEng (Hons) in Electrical & Mechanical Engineering from the University of Edinburgh and an MBA from INSEAD.